SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

O'Dowd William IV

(Last)

(First)

(Middle)

C/O DOLPHIN DIGITAL MEDIA, INC.

2151 LE JEUNE ROAD, SUITE 150-MEZZANINE

(Street)

CORAL GABLES

33134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOLPHIN DIGITAL MEDIA INC [ DPDM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								953,900	D
Common Stock	12/29/2016		J		1,050,000	D	$5⁽¹⁾	1,749,682	I	By Dolphin Entertainment, Inc.
Common Stock	12/29/2016		J		300,000	D	$5⁽²⁾	1,449,682	I	By Dolphin Entertainment, Inc.
Common Stock	12/30/2016		J		70,000	D	$5⁽³⁾	1,379,682	I	Dolphin Entertainment, Inc.
Common Stock	12/30/2016		J		200,000	D	$5⁽⁴⁾	1,179,682	I	By Dolphin Entertainment, Inc.
Common Stock	12/30/2016		J		10,000	D	$5⁽⁵⁾	1,169,682	I	By Dolphin Entertainment, Inc.
Common Stock	12/30/2016		J		62,000	D	$5⁽⁶⁾	1,107,682	I	By Dolphin Entertainment, Inc.
Common Stock	12/30/2016		J		52,000	D	$5⁽⁷⁾	1,055,682	I	By Dolphin Entertainment, Inc.
Common Stock								1,242,104	I	By Dolphin Digital Media Holdings, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On December 29, 2016, Dolphin Entertainment, Inc., an entity wholly owned by the Reporting Person, sold 1,050,000 shares of the Issuer?s Common Stock at a price of $5.00 per share in exchange for (i) all of the purchaser?s rights to profit distributions from Dolphin Entertainment, Inc. arising under equity finance agreements dated March 14, 2011 and June 29, 2011 pursuant to which the purchaser previously invested in Dolphin Entertainment, Inc. and (ii) the purchaser?s remaining 50% membership interests in several of Dolphin Entertainment, Inc.?s subsidiaries.

2. On December 29, 2016, Dolphin Entertainment, Inc. entered into a debt exchange agreement pursuant to which it exchanged $1,500,000 of outstanding debt at a price of $5.00 per share, for 300,000 shares of the Issuer?s Common Stock.

3. On December 30, 2016, Dolphin Entertainment, Inc. entered into a debt exchange agreement pursuant to which it exchanged $350,000 of outstanding debt at a price of $5.00 per share, for 70,000 shares of the Issuer?s Common Stock.

4. On December 30, 2016, Dolphin Entertainment, Inc. entered into a debt exchange agreement pursuant to which it exchanged $1,000,000 of outstanding debt at a price of $5.00 per share, for 200,000 shares of the Issuer?s Common Stock.

5. On December 30, 2016, Dolphin Entertainment, Inc. entered into a debt exchange agreement pursuant to which it exchanged $50,000 of outstanding debt of a subsidiary at a price of $5.00 per share, for 10,000 shares of the Issuer?s Common Stock.

6. On December 30, 2016, Dolphin Entertainment, Inc. entered into a debt exchange agreement pursuant to which it exchanged $310,000 of outstanding debt of a subsidiary at a price of $5.00 per share, for 62,000 shares of the Issuer?s Common Stock.

7. On December 30, 2016, Dolphin Entertainment, Inc. entered into an equity finance exchange agreement pursuant to which it terminated certain rights and interests owing under an equity finance agreement in the amount of $260,000, at a price of $5.00 per share, for 52,000 shares of the Issuer?s Common Stock.

	/s/ William O?Dowd IV	01/03/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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